<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
(Mark One)

[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES AND EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         COMMISSION FILE NUMBER 1-10311

                         KANEB PIPE LINE PARTNERS, L.P.
             (Exact name of Registrant as specified in its Charter)

            Delaware                                     75-2287571
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

     2435 North Central Expressway
           Richardson, Texas                               75080
(Address of principal executive offices)                 (zip code)

Registrant's telephone number, including area code: (972) 699-4000

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class             Name of each exchange on which registered
-----------------------------        ------------------------------------------
         Units                                  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Subsection 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ]

         Aggregate market value of the voting Units held by non-affiliates of
the registrant: $402,081,103. This figure is estimated as of March 15, 1999,
at which date the closing price of the Registrant's Units on the New York
Stock Exchange was $31.6875 per Unit and assumes that only the General
Partner of the Registrant (the "General Partner"), officers and directors of
the General Partner and its parent and wholly owned subsidiaries of the
General Partner and its parent were affiliates.

         Number of Units of the Registrant outstanding at March 15, 1999:
16,060,000.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                     PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(C)      List of Exhibits

         21  --  List of Subsidiaries, filed herewith.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, Kaneb Pipe Line Partners, L.P. has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                         KANEB PIPE LINE PARTNERS, L.P.
                         By:   Kaneb Pipe Line Company
                               General Partner



                         By:   MICHAEL R. BAKKE
                               Michael R. Bakke, Assistant Controller

Date:    July 19, 1999


<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number            Description
-------           -----------
<S>               <C>
21                List of Subsidiaries, filed herewith.
</TABLE>